Musick, Peeler & Garrett v. Employers Ins. of Wausau, 508 U.S. 286, 10 (1993)

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Cite as: 508 U. S. 286 (1993)

Opinion of the Court

we have narrowed our discretion in this regard over the years, our goals in establishing limits for the 10b-5 action have remained the same: to ensure the action does not conflict with Congress' own express rights of action, id., at 210, to promote clarity, consistency, and coherence for those who rely upon, or are subject to, 10b-5 liability, cf. Blue Chip Stamps, 421 U. S., at 737-744, and to effect Congress' objectives in enacting the securities laws, Santa Fe Industries, Inc. v. Green, 430 U. S. 462, 477-478 (1977).

Inquiring about what a given Congress might have done, though not a promising venture as a general proposition, does in this case yield an answer we find convincing. It is true that the initial step, drawing some inference of congressional intent from the language of § 10(b) itself, id., at 472; Ernst & Ernst, supra, at 197, yields no answer. The text of § 10(b) provides little guidance where we are asked to specify elements or aspects of the 10b-5 apparatus unique to a private liability arrangement, including a statute of limitations, Lampf, Pleva, supra, at 359, a reliance requirement, Basic Inc. v. Levinson, 485 U. S. 224, 243 (1988), a defense to liability, Bateman Eichler, Hill Richards, Inc. v. Berner, 472 U. S. 299 (1985), or a right to contribution. Having made no attempt to define the precise contours of the private cause of action under § 10(b), Congress had no occasion to address how to limit, compute, or allocate liability arising from it.

There are, however, two sections of the 1934 Act, §§ 9 and 18 (15 U. S. C. §§ 78i and 78r), that, as we have noted, are close in structure, purpose, and intent to the 10b-5 action. Lampf, Pleva, supra, at 360-361. See also Basic Inc., supra, at 243; Bateman Eichler, supra, at 316, n. 28; Ernst & Ernst, supra, at 209, n. 28. Each confers an explicit right of action in favor of private parties and, in so doing, discloses a congressional intent regarding the definition and apportionment of liability among private parties. For two distinct reasons, these express causes of action are of particular significance in determining how Congress would have re-

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